1.1 SALES PROFITABILITY ACQUISITIONS BALANCE SHEET CASH FLOW OUTLOOK 9

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1 Completed and modified (i.e. presentation of Balance Sheet) interim condensed financial H report of September 3, 2009 in the context of the approval as addendum of the takeover bid prospectus of NIMD Regulated information 2009 Metris nv 1

2 Metris nv

3 TABLE OF CONTENTS 1 MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL RESULTS OF H SALES PROFITABILITY ACQUISITIONS BALANCE SHEET CASH FLOW OUTLOOK 9 2 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS H IFRS INTERIM CONDENSED CONSOLIDATED INCOME STATEMENT IFRS INTERIM CONDENSED BALANCE SHEET IFRS INTERIM CONDENSED CASH FLOW STATEMENT IFRS INTERIM EQUITY STATEMENT 14 3 NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF METRIS AS ON 30 JUNE NOTE 1 - BASIS OF PREPARATION NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES NOTE 3 - SEASONALITY OF OPERATIONS NOTE 4 - BUSINESS COMBINATIONS NOTE 5 - SEGMENT INFORMATION NOTE 6 - INTANGIBLE ASSETS NOTE 7 - NUMBER OF EMPLOYEES NOTE 8 - TRADE RECEIVABLES, TRADE PAYABLES, INVENTORIES AND PROVISIONS NOTE 9 - CASH AND CASH EQUIVALENTS NOTE 10 - SHAREHOLDERS STRUCTURE NOTE 11 - LOANS NOTE 12 - EVENTS AFTER THE BALANCE SHEET DATE NOTE 13 IMPORTANT EVENTS, MAIN RISKS AND TRANSACTIONS WITH PARTIES NOTE 14 CERTIFICATION OF RESPONSIBLE PERSONS 23 Completed and modified (i.e. presentation of Balance Sheet) of interim condensed financial H report of Sept 3 rd in the context of the approval as addendum of the takeover bid prospectus of NIMD - Regulated information 2009 Metris nv 3

4 Metris nv

5 1 MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL RESULTS OF H H financial highlights: Sales decreased 62% compared to H and came in at 18.4 million, Recurring operational cash expenses came in at 17.4 million, a reduction of 20% compared to H Despite the significant reduction of operational expenses, results are negative, due to the severe drop in sales : - EBITDA came in at million - Net result came in at million The P&L figures are used in the following form by Metris Management and Board of Directors. This interim report should be read in conjunction with the consolidated balance sheet and income statement of Metris NV (group) and the related selected notes. This interim report is drawn up in accordance with the Royal Decree of November concerning the obligations of the issuers of financial statements Metris nv 5

6 H H % groei Sales 18,375 48, % Cost of sales 14,615 25, % Gross profit 3,761 22, % % Sal es 20.5% 47% Selling and market ing expenses 8,493 12, % General and administr ative expenses (1) 12,607 10, % Other expenses net of other income 1,390 1, % Net operational expenses 22,490 24, % Earnings before interest and taxes (EBIT) - 18,729-1, % Depr eciation and amor tization (1) 8,853 4, % EBITDA - 9,876 3, % Finance costs 5,167 2, % Finance costs -495 Earnings before taxes -23,896-3, % Tax expense (income) -4,934-2, % Profit / loss (- ) for the period -18, % % Sales % - 1.9% Number of shar es 12,605,723 12,605,723 Number of shar es ful ly dil ut ed 14,710,537 14,621,960 Number of shar es for EPS cal cul ation 12,605,723 12,805,934 Earnings per share - basic, for profit for the period attributable to ordinary equity holder s of the parent basic, for profit from continuing operations attr ibutable to ordinary equity holders of the parent diluted, for profit for the period attr ibutable to ordinary equity holder s of the parent diluted, for profit from continuing operations attributable to odinary equity holders of the par ent (1) Incl udi ng 2,8 ml n provisions for transaction costs resulting fr om the take over bi d fr om Ni kon 1.1 SALES Despite a Q1 on track, Q2 was very disappointing due to recession. Sales decreased 62% from 48.4 million in H to 18.4 million in H1 2009, suffering very strongly from the lack of capex budgets with Metris customers across all geographic segments. H H Geogr aphic segment 000 % 000 % Continental Eur ope 3,247 18% 17,393 36% UK/ROW 6,095 33% 17,150 35% US 9,033 49% 13,834 29% TOTAL 18, % 48, % Metris nv

7 In Continental Europe sales dropped in H with 81% compared to the record sales recorded during H Sales in the UK/RoW territory, including Asia, dropped 65% in H In the North American region, sales dropped with 35%. This decline is lower than in the other regions thanks to the more stable service business in this region. H H Industr y segment 000 % 000 % Automotive 5,145 28% 13,061 27% Aer ospace 4,778 26% 16,448 34% Gener al Industr ial Metr ology 8,452 46% 18,867 39% TOTAL 18, % 48, % In H1 2009, Metris realized 28% of its total sales in the automotive market, 26% of the sales in the aerospace market and 46% in the general industrial metrology market. The decrease in sales has occurred in all market segments. General Industries have suffered much less, thanks to the fact that certain industries, such as green energy and universities, cut their capex budgets to a much smaller extent. H H Pr oduct categories 000 % 000 % Optical 8,659 47% 27,490 57% Mechanical 9,716 53% 20,886 43% TOTAL 18, % 48, % Due to the lack of capex budgets for products both the optical and the mechanical business were strongly affected. The optical business declined with 68% and the mechanical business declined with 54%. The services business, mainly consisting of maintenance services and upgrades, declined with 18%, proving to be more robust towards the recession that is strongly reducing capex spending with customers. The mechanical business includes substantially more service than the optical business. Gross profit came in at 3.8 million, compared to 22.9 million in H This decline results from the sharp drop in sales combined with the higher amortizations of capitalized development which are fixed costs booked under cost of sales. 1.2 PROFITABILITY The operational expenses declined from 24.2 million in H to 22.5 million in H In the general and administrative costs, 2.8 million provisions for the transaction costs resulting from the take over bid by Nikon are included. Without these one-time costs and without depreciations and amortizations the operational expenses have declined from 21.7 million to 17.4 million. Over the last 12 months, the number of employees has been reduced from 720 on June 30, 2008 to 478 on June 30, As a result, H EBITDA came in at million and H EBIT at million. Depreciations, amortizations and other non-cash costs have increased drastically due to the provisions mentioned above and to the increase with 28% compared to H of the amortization of capitalized development costs. This increase of amortization results from the delivery of a number of important development projects, including the launch of the digital scanner and the 7-axis arm for manual inspections, for which amortizations started. Net financial costs have increased from 2.6 million in H1, 2008 to 4.7 million in H1, 2009 resulting from the levered balance sheet including more than 41 million mezzanine loans. In the net financial costs, 0.1 million have been taken to obtain waivers for the breach of covenants end of 2008, in addition to the Metris nv 7

8 million provision taken in The financial costs have more or less the same magnitude as in H Financial revenues mainly consist of interests on long-term receivables. Deferred taxes for H equal 4,9 million. Deferred tax assets have only been booked in the most important operational entities, where we can expect that these tax losses will be used over the following years. The net result came in at million. Earnings per undiluted share for H came in at Due to sales seasonality and the fixed character of the operational expenses, the EBITDA, EBIT and net result margin in H1 has always historically been lower than in H2. Given the strong impact of recession which hit sales from Q on, management expects that this seasonality will also be the case in ACQUISITIONS During the first half of 2009 Metris realized no acquisitions. 1.4 BALANCE SHEET 30 June December % 000 % ASSETS Cash and cash equivalent s 4,363 2% 13,922 6% Trade and other receivables 35,003 18% 50,604 23% Inventories 20,741 10% 21,823 10% Defer red income tax asset s 17,815 9% 12,823 6% Other Tangible assets 12,837 6% 13,826 6% Int angibl e assets 107,909 54% 108,065 49% TOTAL ASSETS 198, % 221, % Non-cur rent assets 148, ,221 Cur rent asset s 50,383 75,842 EQUITY AND LIABILITIES Total shar eholders' Equity 64,103 32% 82,063 37% Mezzanine financing 41,408 29% 39,488 27% Financial senior debt 58,023 61,277 16% Trade and other payabl es and pr ovisions 34,396 17% 37,495 17% Deferred income tax and tax liabilities 739 0% 739 0% TOTAL EQUITY AND LIABILITIES 198, % 221, % Non-Current liabilities 10,618 7,766 Current liabilities 123, ,234 Total assets amounted to million on 30 June 2009, of which 50.4 million represent current assets and million current liabilities. The increase of the provisions is mainly due to the provisions taken resulting from the take over bid by Nikon Metris nv

9 Trade receivable decreased with 41% compared to December Inventories decreased with 5%. At the end of H1 historically inventory has typically been higher than at the end of the year due to the back end loaded character of sales. It is expected that inventories at year end will be significantly lower than at June 30. Total financial debt was 99.4 million including 41.4 million of mezzanine debt on June 30, 2009 compared to million on December 31, The cash position on June was 4.3 million, compared to 13.3 million on December 31, On June 30, the Net financial debt/operational Cash Flow covenants were breached. This is the most important mezzanine loan covenant. This triggered the decision to reclass the long-term mezzanine loans and bank loans into short-term loans. At this point, no formal proof of default has been received, and at present discussions are ongoing between Metris management and the mezzanine providers that might lead to the voluntary repayment of the mezzanine loans during H Due to breaching of financial covenants on June 30, the long-term mezzanine loans and bank loans were reclassed into short-term loans, in accordance with IAS 1 paragraph 74. This is a change with regards to this report dated August For similar reasons, an identical reclassification from long-term to short-term liabilities has been implemented in the presentation of the balance of December (in accordance with IAS 1 Paragraph 65). 1.5 CASH FLOW H H Net cash flows from oper ation act ivities before working capital changes -12,528 3,710 Net wor king capital changes 13,584-7,541 Net cash flows from oper ating activit ies 1,056-3,831 Net cash flows from investing activit ies -3,788-14,078 Net cash flows from financing activities -6,827 21,298 Cash position at end of t he period 4,363 7,634 Operational cash flow before working capital changes totaled million, compared to 3.7 million in H During H1 2009, there were no business acquisitions and almost no investments in tangible assets. Capitalized development was 3.7 million, a decline of 32% compared to H1, There was a positive inflow of 13.6 million form working capital changes, compared to an outflow of million in H1, The net cash flows from financing activities during H only include repayments that are in performed in conformity with the initial repayment schemes, while during H important additional withdrawals have been realized. 1.6 OUTLOOK The friendly takeover bid of Nikon will have in the medium term a very positive effect on the further development of Metris and its positioning in the micro-metrology market. However for the whole year of 2009, Metris will continue to suffer from recession. For the following years, economical recovery, 2009 Metris nv 9

10 important synergies on sales and integration of technologies will enable Metris to get back to double-digit organic sales growth and sharply increasing positive EBIT margins Metris nv

11 2 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS H IFRS INTERIM CONDENSED CONSOLIDATED INCOME STATEMENT H H % groei Sales 18,375 48, % Cost of sales 14,615 25, % Gross profit 3,761 22, % % Sal es 20.5% 47% Selling and market ing expenses 8,493 12, % General and administr ative expenses (1) 12,607 10, % Other expenses net of other income 1,390 1, % Net operational expenses 22,490 24, % Earnings before interest and taxes (EBIT) - 18,729-1, % Depr eciation and amor tization (1) 8,853 4, % EBITDA - 9,876 3, % Finance costs 5,167 2, % Finance costs -495 Earnings before taxes -23,896-3, % Tax expense (income) -4,934-2, % Profit / loss (- ) for the period -18, % % Sales % - 1.9% Number of shar es 12,605,723 12,605,723 Number of shar es ful ly dil ut ed 14,710,537 14,621,960 Number of shar es for EPS cal cul ation 12,605,723 12,805,934 Earnings per share - basic, for profit for the period attributable to ordinary equity holder s of the parent basic, for profit from continuing operations attr ibutable to ordinary equit y holders of the parent diluted, for profit for the period attr ibutable to ordinary equity holder s of the parent diluted, for profit from continuing operations attributable to odinary equity holders of the par ent (1) Incl udi ng 2,8 ml n provisions for transaction costs resulting fr om the take over bi d fr om Ni kon CONDENSED STATEMENT OF COMPREHENSIVE INCOME H H Net consolidated result -18, Unrealized results from hedging contracts Realized and unrealized result of the period Metris nv 11

12 2.2 IFRS INTERIM CONDENSED BALANCE SHEET June 30, December June 30, , Notes ASSETS Non- Current Assets Pr oper ty, plant and equipment, net 12,837 13,826 11,641 Int angible assets, net 6 30,881 31,037 28,202 Goodwil l 77,028 77,028 78,439 Other receivables 9,724 10,507 7,726 Defer red income tax asset s 17,815 12,823 11,839 Total non- current assets 148, , ,847 Current assets Inventories 8 20,741 21,823 19,477 Trade receivables, net 8 22,244 37,391 59,840 Other receivables, net 3,035 2,706 7,551 Cash and cash equivalent s 9 4,363 13,922 7,634 Total current assets 50,383 75,842 94,502 TOTAL ASSETS 198, , ,349 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Issued share capital 46,036 46,063 46,036 Shar e pr emium 48,366 48,369 48,366 Other reser ves -6,041-6,578-4,787 Retained ear nings -5,791 8,242 9,587 Pr ofit of the period -18,467-14, Total shareholders' Equity 64,103 82,063 98,277 Non- Current liabilities Bank loans and bor rowings 11 3,630 4,490 20,365 Subordinat ed loans 11 37,557 Other non-cur rent liabilities 1,950 1,810 2,486 Provisions 4, ,459 Deferred income tax liability Total non- current liabilities 10,618 7,766 64,605 Current liabilities Int erest- bear ing loans and bor rowings 11 42,534 41,862 23,573 Subordinat ed loans 11 53,266 54,413 Trade payables 8 15,680 19,671 28,575 Other payables 12,467 15,289 17,319 Total current liabilities 123, ,234 69,467 TOTAL EQUITY AND LIABILITIES 198, , ,349 On June 30, the Net financial debt/operational Cash Flow covenants were breached. This is the most important mezzanine loan covenant. This triggered the decision to reclass the long-term mezzanine loans and bank loans into short-term loans. At this point, no formal proof of default has been received, and at present discussions are ongoing between Metris management and the mezzanine providers that might lead to the voluntary repayment of the mezzanine loans during H Due to breaching of financial covenants on June 30, the long-term mezzanine loans and bank loans were reclassed into short-term loans and bank loans, in accordance with IAS 1 paragraph 74. This is a change with regards to this report dated August For similar reasons, a similar reclassification from longterm to short-term liabilities has been implemented in the presentation of the balance of December (in accordance with IAS 1 Paragraph 65) Metris nv

13 2.3 IFRS INTERIM CONDENSED CASH FLOW STATEMENT H H Cash flows from operation activities Net pr ofit - 18, Adjustment for : Income t ax expenses - 4,934-2,928 Depreciations 1,565 1,595 Finance cost s 4,840 2,862 Amor tizations 4,468 3,106 Operational CF before working capital changes -12,528 3,710 Trade receivables 15,146-5,046 Other receivables 455-4,368 Trade payables - 3,991 4,600 Other payables - 2,681 2,746 Inventories 1,082-5,428 Pr ovisions 3, Total working capital changes 13,584-7,541 Net cash flows from operating activities 1,056-3,831 Cash flows from investing activities Tangibl e asset s ,278 Int angibl e assets 0-1,699 Capital ized development - 3,651-5,397 Business acquisitions 0-5,704 Net cash flows from investing activities - 3,788-14,078 Cash flows from financing activities Capital increase 0 0 Senior debt net incl. leasings - 3,255 12,568 Subordinat ed debt 1,920 12,618 Interest cost -4,692-2,395 Int erest r evenue Exchange rat e differences and ot her financial expenses - 1,212-1,506 Net cash flows from financing activities - 6,827 21,298 Net incr ease in cash equival ents - 9,558 3,387 Exchange rat e changes on opening cash 0-2 Cash and cash equivalents at 1 January 13,922 3,883 Cash acquisition Cash & cash equivalents at end of the period 4,363 7, Metris nv 13

14 2.4 IFRS INTERIM EQUITY STATEMENT Issued capital At tributable to equity holder s of the par ent Share pr emium Share based Retained payments - equity earnings Other reserves Total equity At 1 January ,063 48,369 1,103-5,791-7,682 82,062 Foreign currency translation Equity por tion of subor dinated debt with warrants 0 Total income and expense for t he year recognised dir ectly in equity 0 Pr ofit for the year -18,467-18,467 Total income and expense for t he year -18, ,128 Issue of shar e capital 0 Share- based payment Transaction costs 0 At 30 June ,063 48,369 1,272-24,258-7,682 64,103 Issued capital Attributable to equity holders of the parent Share premium Share based Retained payments - equity earnings Ot her reserves Total equity At 1 January ,036 48, ,935-2, ,491 Foreign currency translation -3,427-3,427 Equity portion of subordinated debt with warrants 0 Total income and expense for the year recognised directly in equity 0 Profit for the year Total income and expense for the year ,427-4,352 Issue of share capital 0 Share-based payment Transaction costs At 30 June ,036 48, ,010-2,591 98, Metris nv

15 3 NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF METRIS AS ON 30 JUNE NOTE 1 - BASIS OF PREPARATION Statement of compliance These unaudited interim financial statements for the six months period ended 30 June 2009 have been prepared in accordance with IAS 34 Interim Financial Reporting. Basis of consolidation The consolidated financial statements include the financial statements of Metris nv and its subsidiaries as on 30 June The majority owned subsidiaries are held either directly or indirectly. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, income and expenses and profits and losses resulting from intragroup transactions that are recognized in assets, are eliminated in full. The subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The acquisition of the subsidiaries Shanghai LK Metrology Co., Ltd. in March 2008 and Integrated Quality, Inc. in June 2008 have been accounted for using the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and liabilities and contingent liabilities assumed at the date of the acquisition. Accordingly, the consolidated statements for the six months ended June 2008 include the results of Shanghai LK Metrology Co., Ltd. and Integrated Quality, Inc. as of the date of acquisition Metris nv 15

16 3.2 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The accounting policies and methods of computation adopted in the preparation of the interim consolidated financial statements are consistent with those that have been followed in the preparation of the consolidated financial statements for the year ended 31 December The following IAS/IFRS standards and IFRIC interpretations were adopted starting 1 January 2009: IFRS 8 : Operating segments IAS 36 amended by IFRS 8 :Impairment of Assets IAS 1 : Revised Presentation of Financial Statements The adoption of the following new or amended standards and interpretations as of 1 January 2009 did not have any impact on the accouting policies, financial position or performance of the Group: IAS 23 : Borrowing costs IFRS 2 : Share-based payment vesting Conditions and cancellations. There will be an impact in H following the Take over Bid of Nikon. IFRIC 13 : Customer Loyalty Programs The adoption of IFRIC 14 The Limit on a defined benefit assets, minimum funding requirements and their interaction is not applicable to the Group as pension agreements are contribution benefits. Improvements to IFRS : the first omnibus of amendments fot the IFRS standards issued by the IASB did not have any impact on the accounting policies, financial position or performance of the Group. 3.3 NOTE 3 - SEASONALITY OF OPERATIONS Metris sales revenue is characterized by a strong seasonality. The second half year sales account for the majority of total sales for the entire year. This seasonality can also be found with peers of Metris and is a characteristic of the broader capital goods that supply business to the automotive market. This seasonality shifts the large part of reported sales, gross profit, EBITDA and net profit towards the end of the year Metris nv

17 3.4 NOTE 4 - BUSINESS COMBINATIONS During the first half of 2009, Metris realized no acquisitions. Acquisition of Shanghai LK Metrology Co., Ltd. On 19 March 2008, Metris acquired the remaining 66.66% of the voting shares of Shanghai LK Metrology Co. Ltd., a company located in Shanghai, China. In 2004, Shanghai Machine Cutting Tool -a division of Shanghai Electric Company-, Well Resources a Hong Kong trading Company- and LK formed a manufacturing joint venture SLK, where LK held 33% ownership. LK was acquired by Metris in January Now Metris has acquired 100% ownership of the joint venture which will be renamed Metris Precision Products Shanghai and become Metris manufacturing and component sourcing headquarters in China. The Shanghai based operation will produce CMM s primarily for the Asian market and also deliver components and subassemblies to worldwide Metris manufacturing and assembly plants. The acquisition of Shanghai LK Metrology Co., Ltd. will enable Metris to further extend its strong presence in China and to expand its manufacturing capacity for increased production output. Manufacturing CMMs and subassemblies of other Metris products in the newly acquired Chinese manufacturing entity will reduce overall cost of sale. The fair value of the identifiable assets and liabilities of Shanghai LK Metrology Co., Ltd as on the date of acquisition are as explained below: Recognised on Carrying value acquisition Intangible assets 0 39 Property, plant and equipment Financial fixed assets 0 0 Long term receivables Deferred income tax asset 28 0 Cash and cash equivalents 9 9 Trade and other receivables 0 0 Inventories Deferred charges and accrued charges 0 0 Total assets Provisions 0 0 Long term debt, current 0 0 Short term debt 0 0 Trade creditors Social payables 0 0 Other debts 0 0 Accrued charges & deferred income Total liabilities Fair value of net assets 156 Goodwill arising on acquisition 170 Total purchase price Metris nv 17

18 The purchase price amounts to 326k, which has been paid fully in cash. The costs directly attributable to the combination were 256k, bringing the cost of the business combination to 582k. Cost on acquisition: 000 Cash paid 326 Costs associated with the acquisition 256 Total 582 Cash flow on acquisition: 000 Net cash acquir ed with the subsidiar y 9 Cash paid Net cash outflow In case the acquisition had been consolidated from Januari , then 2008 sales of the Group would have been million higher and net result million lower. The Goodwill paid at the occasion of the acquisition of Shanghai LK Metrology Co, Ltd is clarified by the future profitability that can be expected through the production expansion of Metris measuring systems and the expansion of Chinese activities from this company. No separate immaterial assets have been calculated because of this acquisition this calculation can hardly be unlinked from the added value of production and the extension of the customer portfolio. Shanghai LK Metrology Co, Ltd. is no longer managed and accounted for as a separate business unit, therefore separating the financial contribution of Shanghai LK Metrology Co, Ltd. to the Group is not possible. Acquisition of Integrated Quality, Inc. On 27 June 2008, Metris acquired 100% of the voting shares of Integrated Quality, Inc., an unlisted company located in Columbus, Ohio, USA. Founded in 1994, Integrated Quality, Inc. is a CMM software developer. The flagship, CMM-Manager software can retrofit any manual CMM and is plug-and-play deployable for most CNC-based CMMs on the market. This transaction fits in the Metris acquisition strategy to strengthen its product portfolio and to extend its distribution channels to the market. As a result of this acquisition, Metris can now offer mid-segment, easyto-use CMM software that interfaces with nearly all Coordinate Measuring Machine brands. In addition, Metris will benefit from the complementary distribution channels to deploy their new technology products. The IQ acquisition will further leverage the Coord3 (aluminum CMMs) and Garda (articulated arms) acquisitions and strengthen Metris position in the mid-segment micro-metrology market. The fair value of the identifiable assets and liabilities of Integrated Quality, Inc. as on the date of acquisition are as explained below: Metris nv

19 Recognised on Carrying value acquisition Int angibl e assets 0 0 Pr oper ty, pl ant and equipment 2 2 Deferr ed income tax asset 0 0 Cash and cash equivalents Trade and other r eceivables Inventor ies 0 0 Deferr ed charges and accr ued char ges 0 0 Total assets Pr ovisions Long t erm debt, curr ent 0 0 Shor t ter m debt 0 0 Trade cr editor s 0 0 Social payables 0 0 Ot her debts 0 0 Accr ued charges & deferr ed income 0 0 Total liabilities Fair value of net assets 712 Goodwil l ar ising on acquisition 3,146 Total purchase price 3,858 The purchase price amounts to $6.076 million ( million), of which $3,969 million ( 2,521 million) has been paid in cash and $1,531 million ( 972k) has been deferred. Another $576k ( 366k) of accounts receivable outstanding on the closing date will be paid on 27 December The costs directly attributable to the combination were 256k, bringing the cost of the business combination to million. Cost on acquisition: 000 Cash paid 2,521 Vendor note 476 Deferr ed Payment 496 Outstanding r eceivables at closing date 366 Costs associated with the acquisition 256 Total 4,115 Cash flow on acquisition: 000 Net cash acquir ed with the subsidiar y 352 Cash paid - 3,143 Net cash inflow - 2,791 In case the acquisition had been consolidated from Januari , then 2008 sales of the Group would have been million higher and net result million higher. Integrated Quality, Inc. is no longer managed and accounted for as a separate business unit, therefore separating the financial contribution of Integrated Quality, Inc. to the Group is not possible. The Goodwill paid at the occasion of the acquisition of Integrated Quality, Inc is clarified by the future profitability that can be expected through the integration of the software into Metris measuring systems and the synergies that arise from this. No separate immaterial assets have been calculated for the obtained CMM-Manager software because of this acquisition this calculation can hardly be unlinked from the obtained value of the customer portfolio Metris nv 19

20 Both for Shanghai LK Metrology Co, Ltd and Intgrated Quality Inc., the Goodwill is paid at the acquisition assigned to the CGUs that are expected to gain advantage from this business combination. The assessment of this occured on the basis of 5 yearly cash flow projections that have been approved by the Board of Directors. On the basis of existing business plans, it was judged on June that there were no reasons to switch to impairment of this goodwill. 3.5 NOTE 5 - SEGMENT INFORMATION a) Geographical segments The primary segment reporting format is determined to be geographical because risks and rates of return are affected predominantly by the fact that Metris operates in different countries. The internal and external reporting is based on these three sites: Continental Europe North America UK and Rest of the World (ROW) Continuing Operations Geographical 30 June 2009 North America UK/ROW Corporate + EU Eliminations Total Revenue Sales to exter nal customer s 9,033 6,095 3, ,375 Inter- segment sales, transfer pricing 3,036 3,821 3,459-10,316 0 Total revenue 12,069 9,916 6,706-10,316 18,375 Results Segment result s - 2,216 1,507-7,704-10,316-18,729 Unal located expenses Earnings before interest and taxes - 2,216 1,507-7,704-10,316-18,729 Continuing Operations Geographical 30 June 2008 North America UK/ROW Corporate + EU Eliminations Total Revenue Sales to exter nal customer s 13,825 18,146 16, ,375 Inter- segment sales, transfer pricing 3,634 20,929 44,348-68,911 0 Total revenue 17,459 39,075 60,752-68,911 48,375 Results Segment result s - 2,620 3,114 1,870-3,614-1,250 Unallocated expenses Earnings before interest and taxes - 2,620 3,114 1,870-3,614-1,250 b) Product category segments The mechanical business includes substantially more service than the optical business Metris nv

21 H H Pr oduct categories 000 % 000 % Optical 8,659 47% 27,490 57% Mechanical 9,716 53% 20,886 43% TOTAL 18, % 48, % 3.6 NOTE 6 - INTANGIBLE ASSETS On 30 June 2009, intangible assets were as follows. 30 June 2009 Internal development costs Intellectual property rights and other intangible assets Goodwill Total Cost as at 1 Januar y 2009, net of accumulat ed amortisation and impairment 26,276 4,762 77, ,066 Addit ions 3, ,650 Arising on acquisition of subsidiaries Amortisation -3,808-3,808 Exchange adjustment 0 Net carr ying amount 26,119 4,762 77, , december 2008 Internal development costs Intellectual property rights and other intangible assets Goodwill Total Cost as at 1 Januar y 2007, net of accumulat ed amortisation and impairment 19,595 4,812 75, ,035 Addit ions 11,146 1, ,477 Arising on acquisition of subsidiar ies ,403 2,187 Amortisation -4,465-1,165-5,630 Exchange adjustment - 1,003-1,003 Net carr ying amount 26,276 4,762 77, ,066 Capitalized development costs for the six months ended June 2009 amount to 3.7 million. 3.7 NOTE 7 - NUMBER OF EMPLOYEES Over the last 12 months, the number of emplyees has been reduced from 720 on June to 478 on June 30, NOTE 8 - TRADE RECEIVABLES, TRADE PAYABLES, INVENTORIES AND PROVISIONS Trade receivables decreased from 37.4 million at the end of 2008 to 22.2 million at the end of to June 30, 2009 and trade payables have decreased from 19.7 million to 15.7 million Metris nv 21

22 Inventories have decreased with 1.1 million to 20.7 million. 3.9 NOTE 9 - CASH AND CASH EQUIVALENTS Cash and short term deposits in the balance sheet with an original maturity of 3 months or less comprise of cash at banks and in hand as well as short-term deposits. For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents, as defined above. On June 30, 2009 the group had cash and cash equivalents assets for 4.4million NOTE 10 - SHAREHOLDERS STRUCTURE As a result of the take over bid of Nikon, Nikon has announced on August that it has acquired 92.17% of the Metris shares. Overview total shares: Total number of shares outstanding: 12,605,723 Total shares potentially to be created upon excercise of warrants/conversion of bonds: 2,104,814 Total number of shares on a fully diluted basis: 14,710, NOTE 11 - LOANS Most of the loans of the group are a result of the financing of acquisitions realized between 2006 and The loans are split as followed: 30 June Subordinated loans 41,408 Bank loans and bor rowings 52,691 Leasing and other asset based financing 5,332 TOTAL 99, NOTE 12 - EVENTS AFTER THE BALANCE SHEET DATE On June 30, the Net financial debt/operational Cash Flow covenants were breached. This is the most important mezzanine loan covenant. This triggered the decision to reclass the long-term mezzanine loans and bank loans into short-term loans. At this point, no formal proof of default has been received, and at present discussions are ongoing between Metris management and the mezzanine providers that might lead to the voluntary repayment of the mezzanine loans during H On June 24, 2009, NIKON CORPORATION launched a cash tender offer to acquire all outstanding Shares and Warrants of Metris at an offer price of 5.50 per Metris Share Metris nv

23 On July 25, NIKON CORPORATION announced that its cash tender offer to acquire all outstanding Shares and Warrants of Metris became unconditional as the 85% threshold had been reached On August 20 NIKON CORPORATION announced that the voluntary reopening of the takeover bid on Metris has resulted in ownership of 92.17% of the Metris shares. NIMD will proceed from August 31, 2009 to September 18, 2009 to a mandatory reopening of the Takeover Bid. During this period, holders of shares and warrants may tender their shares and warrants under the same conditions as those applicable during the initial acceptance period of the Takeover Bid. If following this reopening of the Takeover Bid, NIMD SPRL achieves an acceptance level of 95% or more of the shares, NIMD SPRL intends to proceed to a squeeze-out public bid. In that case, Metris would become a wholly-owned subsidiary of NIKON CORPORATION and its shares would then be delisted from NYSE Euronext Brussels. The Prospectus including the Acceptance Form is available on the internet websites of Nikon ( and Fortis Bank ( NOTE 13 IMPORTANT EVENTS, MAIN RISKS AND TRANSACTIONS WITH PARTIES Significant events during the first six months of the financial year For a listing of the most significant events that have occurred during the first six months of the financial year and their effect on the condensed financial statement, we refer to section 3, paragraphs 3.1 to 3.11 in this report. We also refer to the take over bid that Nikon has launched on June No transactions have taken place with them from that date onwards. Main risks and uncertainties for the remainder of the financial year Concerning the description of the major risks and uncertainties, we refer to the annual report These risks and uncertainties mainly relate to risks related to technology evolutions and competition, the development of the business cycle, the internationalization of the activities including currency exchange risks, to the integration of acquisitions, to the general economic activity in particular to the recession, the evolution of interest rates and the credit risk. Main transactions with related parties. There are no important changes with respect to those mentioned in the annual report There have not been concluded any new transactions with related parties NOTE 14 CERTIFICATION OF RESPONSIBLE PERSONS These interim condensed consolidated financial statements for the six month period ending June 30, 2009 are prepared in accordance with IFRS (International Financial Reporting Standards) and give, in all material respects, a true and fair view of the consolidated financial position and consolidated results of the Metris Group and of its subsidiaries included in the consolidation. The interim financial report gives, in all material respects, a true and fair view of all important events and significant transactions with related parties that have occurred in the first six months of the fiscal year 2009 and their effects on the interim financial statements, as well as an overview of the most significant risks and uncertainties the Metris Group is confronted with. This completed and modified report (presentation of the consolidated balance) semi-yearly financial report 2009 from September has been composed by Mr. Bart Van Coppenolle, CEO en Mr. Luc Verstuyft, 2009 Metris nv 23

24 CFO. No audit has been performed on the consolidated half-year financial information contained within this interim financial report Metris nv

25 2009 Metris nv 25

26 Metris nv